What is the Cinnaholic franchisee required to do regarding indemnification related to the Telephone Listing Agreement?
Cinnaholic Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee is solely responsible for all costs and expenses related to Franchisee's performance, Franchisee's nonperformance, and Franchisor's enforcement of this Agreement, which costs and expenses Franchisee will pay Franchisor in full, without defense or setoff, on demand.
Franchisee agrees that it will indemnify, defend, and hold harmless Franchisor and its affiliates, and the directors, officers, shareholders, partners, members, employees, agents, and attorneys of Franchisor and its affiliates, and the successors and assigns of any and all of them, from and against, and will reimburse Franchisor and any and all of them for, any and all loss, losses, damage, damages, claims, debts, claims, demands, or obligations that are related to or are based on this Telephone Listing Agreement.
Source: Item 23 — RECEIPT (FDD pages 62–269)
What This Means (2025 FDD)
According to Cinnaholic's 2025 Franchise Disclosure Document, the franchisee has specific indemnification responsibilities under the Telephone Listing Agreement. The franchisee is responsible for all costs and expenses related to their performance, nonperformance, or Cinnaholic's enforcement of the agreement. These costs must be paid to Cinnaholic in full without any defense or setoff upon demand. This means a franchisee cannot withhold payment or make deductions, even if they dispute the charges.
Furthermore, the franchisee must indemnify, defend, and hold harmless Cinnaholic, its affiliates, and their respective directors, officers, shareholders, partners, members, employees, agents, and attorneys. This indemnification extends to any losses, damages, claims, debts, demands, or obligations related to or based on the Telephone Listing Agreement. The franchisee is also required to reimburse Cinnaholic and its related parties for any such losses or expenses. This is a broad indemnification clause that places significant financial responsibility on the franchisee.
In practical terms, this means that if a third party brings a claim against Cinnaholic related to the franchisee's telephone listings (for example, a claim of misrepresentation or improper use of telephone numbers), the franchisee will be responsible for defending Cinnaholic against that claim and paying any resulting judgment or settlement. This obligation exists to protect Cinnaholic's interests and ensure that the franchisee bears the financial risk associated with the telephone listings. Franchisees should carefully consider this obligation and potentially seek legal counsel to fully understand its implications.